Auditor Report of First Winner Industries Ltd.

Mar 31, 2015

We have audited the accompanying standalone financial statements of
FIRST WINNER INDUSTRIES LIMITED ('the Company'), which comprise the
balance sheet as at 31 March 2015, the statement of Profit and loss
and the cash flow statement for the year then ended, and a summary of
significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit. We have taken into account the
provisions of the Act, the accounting and auditing standards and
matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial
statements give the information required by the Act in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India, of the state of
affairs of the Company as at 31 March 2015 and its Loss and its cash
flows for the year ended on that date.

Matter of Emphasis

1. Financial statements of the Company in respect of increase in its
overdue trade receivables and very low turnover, default in repayment
of its dues to lenders which indicates the existence of material
uncertainty that may cast significant doubt about the Company's
ability to continue as going concern. The Company has prepared the
accompanying financial statements on going concern assumption.

2. Financial statements of the Company relating to trade receivables
which have remained overdue for extended period of time. In the opinion
of the management, these are fully recoverable. The Company has
received year-end balance confirmations from these trade receivables
and accordingly no provision is deemed necessary by the Company.

3. Based on our examination of records and according to information
and explanation given to us, the Company has defaulted in repayment of
dues to State Bank of India refer "Note 4 and 6".

4. As per Search Action u/s 132 of the Income Tax Act 1961 was
conducted in the premises of company as per our verification of
communication received from Income Tax Department.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in the paragraph 3 and 4 of the
Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.

(b) in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those
books;

(c) the balance sheet, the statement of Profit and loss and the cash
fl ow statement dealt with by this Report are in agreement with the
books of account;

(d) in our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the
directors as on 31 March 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2015
from being appointed as a director in terms of Section 164 (2) of the
Act; and

(f) with respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:

i. the Company does not have any pending litigations which would
impact its financial position except this.

As per Search Action u/s 132 of the Income Tax Act 1961 was conducted
in the premises of company as per our verification of communication
received from Income Tax Department.

ii. the Company did not have any long-term contracts including
derivative contracts; as such the question of commenting on any
material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of delay in transferring such sums does
not arise

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the
members of the Company on the standalone financial statements for the
year ended 31 March 2015, we report that:

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) The Company has a regular programme of physical verification of
its fixed assets by which fixed assets are verified in a phased
manner over a period of three years.

(ii) The Company does not have any inventory at the close of the year.
Hence, the requirement of clause

(ii) of paragraph 3 of the said Order is not applicable to the Company.

(iii) (a) The Company has not granted loans to bodies corporate covered
in the register maintained under section 189 of the Companies Act, 2013
('the Act').

(b) The company has taken loan form companies covered in the register
maintained under section 189 of the companies Act, 2013. The Maximum
amount involved during the year was Rs. 21,47,241/- and the yearend
balance of loan taken from such parties was Rs. 21,47,241/-

(c) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and sale of services. The activities of
the Company do not involve purchase of inventory and the sale of goods.
We have not observed any major weakness in the internal control system
during the course of the audit.

(iv) The Company has not accepted any deposits from the public.

(v) The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company.

(vi) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including provident fund, income tax, sales tax, wealth
tax, service tax, duty of customs, value added tax, cess and other
material statutory dues have been regularly deposited during the year
by the Company with the appropriate authorities. As explained to us,
the Company did not have any dues on account of employees' state
insurance and duty of excise.

According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax,
sales tax, wealth tax, service tax, duty of customs, value added tax,
cess and other material statutory dues were in arrears as at 31 March
2015 for a period of more than six months from the date they became
payable.

(b) According to the information and explanations given to us, there
are no material dues of wealth tax, duty of customs and cess which have
not been deposited with the appropriate authorities on account of any
dispute. However, according to information and explanations given to
us, the following dues of income tax, sales tax, service tax and value
added tax have not been deposited by the Company on account of disputes
(if any):

Name of the Nature of dues Amount Period to which Forum
where
Statute (in Rs) the amount dispute
is
relates
pending

(b) There has not been an occasion in case of the Company during the
year under report to transfer any sums to the Investor Education and
Protection Fund. The question of reporting delay in transferring such
sums does not arise

(viii) The Company have accumulated losses at the end of the financial
year and has incurred cash losses in the financial year and in the
immediately preceding financial year.

(ix) The Company have outstanding dues to financial institutions,
banks or debenture holders during the year refer "Note 4 and 6".

(x) In our opinion and according to the information and the
explanations given to us, the Company has not given any guarantee for
loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the
year.

(xii) According to the information and explanations given to us, no
material fraud on or by the Company has been noticed or reported during
the course of our audit.

FOR AVCS & ASSOCIATES

Chartered Accountants

[FRN NO: 139123W]

sd/-

(VIKAS AGARWAL)

Partner

M. No. 148465

Place: Mumbai

Date: 30.05.2015

Mar 31, 2014

We have audited the accompanying financial statements of FIRST WINNER
INDUSTRIES LIMITED, ("the company") which comprise the Balance Sheet as
at 31/03/2014, and the Statement of Profit and Loss and cash flow
statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.

Management Responsibility for the Financial Statements

Management is responsible for the preparation of these financial
statements that give a true and fair view of financial position,
financial performance of the company in accordance with the accounting
standards referred to in sub -section (3C) of section 211 of the
Companies Act 1956 ("the Act") The responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of financial statements that give a true
and fair view andare free from material misstatements, whether due to
fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the standards on auditing issued by the Institute of Chartered
Accountants of India. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from misstatements.

Audit involves performing procedure to obtain audit evidence about the
amounts and disclosure in the financial statements. The procedure
selected depend upon auditor''s judgement, including the assessment
ofthe risk of material misstatements ofthe financial statements,
whether due to fraud or error. In making those risk assessment, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedure that are appropriate in the circumstances. An
audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by
management, as evaluating the overall presentation of financial
statements.

We believe that audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:

(a) in case ofthe Balance Sheet, ofthe state of affairs ofthe Company
as at 31/03/2014;

(b) in case Statement of Profit and Loss Account, ofthe Loss for the
year ended on that date; and

(c) in the case of Cash Flow Statement, ofthe cash flows for the year
ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the
order") issued by Central Government of India in terms of sub-section
(4A) of section 227 of the Act, I give in the Annexure a statements on
the matters specified in paragraphs 4 and 5 of the order.

2. As required by section 227(3) ofthe Act, I report that:

a. We have obtained all information and explanations which to the best
of our knowledge and belief are necessary for the purpose of our audit;

b. In our opinion proper books of account as required by Law have been
kept by the Company so far as appears from our examinations of those
books;

c. the Balance Sheet, Statement of Profit and Loss and the Cash Flow
dealt with by this Report are in agreement with the books of account;

d. In our opinion , the Balance Sheet, Statement of Profit and Loss
and Cash Flow Statement comply with the Accounting Standards referred
to in sub-section(3C) of section 211 ofthe Companies Act,1956;

e. On the basis of written representations received from the directors
as on 31/03/2014 and taken on record by the Board of Directors, none
ofthe director is disqualified as on 31/03/2014, from being appointed
as a director in terms of clause (g) of sub-section (1) of section 274
ofthe Companies Act, 1956

ANNEXURE TO THE AUDITORS'' REPORT FOR THE YEAR ENDED 31ST MARCH 2014

1. In respect of its fixed assets:

(a) The company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management at
reasonable intervals; No material discrepancies were noticed on such
verification.

(c) No substantial part of fixed assets have been disposed off during
the year, and it has not affected the going concern.

2. In respect of its inventories:

(a) There are no inventories with the company at the close of the year.

3. In respect of loans granted and taken to / from parties covered in
the register maintained u/s 301 of the Companies Act, 1956.

(a) The company has not granted any loan to parties covered in the
register maintained under section 301 of the Companies Act, 1956.

(b) The company has taken loan from companies covered in the register
maintained under section 301 of the Companies Act, 1956. The maximum
amount involved during the year was Rs. 2147241 and the year end
balance of loans taken from such parties was Rs. 2147241

(c) In our opinion and according to the information and explanation
given to us, the rate of interest and other terms and conditions for
such loans are not prima facie prejudicial to the interest ofthe
company.

(d) The loans taken are re-payable on demand. As informed, the lenders
have not demanded repayment of any such loan during the year, thus,
there has been no default on the part ofthe company.

4. In respect of internal control

There are adequate internal control system commensurate with the size
ofthe Company and the nature of its business for the purchase of
inventory and fixed assets and for the sale of goods and services.
During the course of our audit, no major weakness has been noticed in
the internal control system.

5. In respect of contracts or arrangements need to be entered into a
register maintained u/s 301 of the Companies Act, 1956

(a) According to the information and explanations given to us, there
are no contracts or arrangements with parties referred to in Section
301 of the Act Accordingly, clause (b) of paragraph 5 fo the Order are
not applicable to the company for the current year

(b) In our opinion and according to the information and explanation
given to us, the transactions made in pursuance of contracts or
arrangements entered in the register maintained under section 301 of
the companies Act 1956 are made at price which are reasonable having
regard to prevailing market prices at the relevant time.

6. In respect of deposits from public

No deposits within the meaning of Sections 58A and 58AA or any other
relevant provision of the Act and rules farmed thereunder have been
accepted by the Company.

7. In respect of internal audit system

The provisions relating to internal audit are applicable to the company
and the company has internal audit system which commensurate the size
of its business.

8. In respect of maintenance of cost records

The Company is required to maintain cost records pursuant to the Rules
made by the Central Government for the maintenance of cost records
under Section 209 (1)(d) of the Act. and we are ofthe opinion that the
same have been made and maintained

(b) According to the records of the Company, there are no dues of sales
tax, customs duty, wealth tax, service tax, excise duty, sales tax and
cess that have been not been deposited on amount of any dispute. The
details of disputed tax liability with regards to income tax liability
are as follows

Stage pending Amount Involved Asst. Year

CIT (Appeals) Rs. 29.53 Lakhs As. Yr. 2011-12

10. In respect of accumulated losses and cash losses

The accumulated losses at the end ofthe financial year is Rs. 5.19
Crores. The Company has incurred cash losses (loss before depreciation)
of Rs. 7.47 Crores in the financial year and in the immediately
preceding financial year 5.32 Crores. During the year the company has
incurred total loss of Rs. 11.42 Crores and in the immediately
preceding financial year 9.68 Crores.

11. In respect of dues to financial institution / banks / debentures

The company has defaulted in repayment of dues to financial
institution, ora bank. The defaults have been more specifically
detailed in note no. 4.01 & note no. 6.03 ofthe notes on financial
statements. Further the provision of current year''s interest is on
provisional basis since the banks have stopped charging interest on
Term Loans & Working Capital facilities since the accounts have been
declared as non performing

12. In respect of loans and advances granted on the basis of security

The company has not granted loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.

13. In respect of provisions applicable to Chit fund

The Company is not a chit fund or a nidhi or mutual benefit
fund/society. Therefore the provisions of clause 4(xiii) ofthe Order
are not applicable to the company.

14. In respect of dealing or trading in shares, securities, debentures
and other investment

According to information and explanations given to us the company is
not dealing in or trading in shares, securities, debentures and other
investments. Accordingly, the provisions of clause 4(xiv) of the Order
are not applicable to the company.

15. In respect of guarantee given for loans taken by others

On the basis of records examined by us and information provided by the
management, we are of the opinion that the Company has given a
guarantee jointly with other company to financial institution and bank
for loan taken by others from the financial institution and bank. The
companies for whom such guarantees have been given have defaulted in
repayment ofthe loans to the financial institution and bank

16. In respect of application of term loans

In our opinion, no new term loans has been raised by the company during
the year.

17. In respect of fund used

Based on an overall examination ofthe Balance Sheet ofthe company and a
review ofthe consolidated fund flow statement for the year, we report
that no funds raised on short-term basis have been used for long-term
investment.

18. In respect of preferential allotment of shares

The company has not made any preferential allotment of shares to
parties and companies covered in the register maintained u/s 301 ofthe
Act, during the year.

19. In respect of securities created for debentures

The company has not issued any debentures during the year. Therefore
provisions of clause 4(xix) ofthe Order are not applicable to the
company.

20. In respect of end use of money raised by public issues

The company has not raised any money from the public during the year
under audit.

21. In respect of fraud

According to the information and explanation given to us, no fraud on
or by the company has been noticed or reported during the year.

We have audited the attached Balance Sheet of First Winner Industries
Ltd. as at 31st March 2012, the Statement of Profit & Loss for the year
ended on that date annexed thereto. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 as
amended by Companies (Auditor's Report)(Amendment) Order 2004 issued
by Central Government of India, in terms of section 227(4A) of the
Companies Act,1956, we enclose in the Annexure hereto a statement on
the matters specified in the paragraphs 4 and 5 of the said order, to
the extent applicable to the Company.

2. Further to our comments in the Annexure referred to in paragraph
(1) above, we report that:

a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit:;

b. In our opinion, proper books of account, as required by law have
been kept by the company, so far as appears from our examination of
those books;

c. The Balance Sheet and Statement of Profit & Loss dealt with by this
report are in agreement with the books of account;

d. In our opinion the Balance Sheet and the Statement of Profit and
Loss dealt with by this report comply with the mandatory Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;

e. On the basis of written representation received from the Directors,
as on 31st March 2012 and taken on record by the Board of Directors, we
report that none of the directors of the Company is disqualified as on
31st March 2012 from being appointed as a Director in terms of section
274(1 )(g) of the companies Act, 1956.

f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes thereon, give the information required by the Companies Act,
1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company
as at 31st March 2012;

ii) In the case Statement of Profit & Loss, of the profit for the year
ended on that date and

iii) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.

Annexure to the Auditors Report for year end 31.03.2012

(Referred to in paragraph 1 of our report of even date)

1 a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.

b) As explained to us the management has physically verified the fixed
assets during the year and no material discrepancies were noticed on
such verification.

c) In our opinion and as per the information and explanations given to
us, the Company has not disposed off any substantial part of fixed
assets during the year and the going concern status of the Company is
not affected.

2 a) As explained to us, inventories have been physically verified by
the management at reasonable intervals.

b) In our opinion and according to the information and explanation
given to us, the procedure of physical verification of inventories
followed by the management is reasonable and adequate in relation to
the size of the Company and the nature of its business.

c) On the basis of our examination of inventory records, we are of the
opinion that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
physical verification of inventories as compared to book records.

3 a) The Company has not taken any loans, secured or unsecured from
companies, firms or parties covered in the register maintained under
section 301 of the Companies Act, 1956.

b) The Company has not given any loans, secured or unsecured from
companies, firms or parties covered in the register maintained under
section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us during the course of audit, there are adequate internal
control system commensurate with the size of the Company and nature of
its business for the purchase of inventory & fixed assets and for the
sale of Goods. Further on basis of our examination of the books and
records of the Company, carried out in accordance with the generally
accepted auditing practice in India, we neither come across nor have we
have been informed of any instance of major weakness in the aforesaid
internal control systems.

5. a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contract or
arrangements, that needed to be entered into the register maintained
under section 301 of the Companies Act, 1956 have been so entered in
the register required to be maintained under that saction.

b) In our opinion and according to the information and explanations
given to us, the transactions of purchase of goods and material and
sale of goods, material and services made in pursuance of contract or
arrangement entered in the register maintained under section 301 and
aggregating during the year to Rs. 5,00,000 (Rs. Five Lacs Only) or
more in respect of each party have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time for such goods, material and services have been made with
other parties.

6. The Company has not accepted any deposits from the public, with in
meaning of section 58A and 58AA or any other relevant provisions of the
Companies Act, 1956 including the Companies (Acceptance of Deposit)
Rules 1975.

7. In our opinion the company has an internal audit system
commensurate with the size and nature of its business.

8. We have broadly reviewed the Cost Accounting records, maintained by
the Company pursuant to the Rules prescribed by the Central Government
for the maintenance of the cost records under the clause (d) of the
sub-section (1) of section 209 of the Act, and are of the opinion that,
prima facie, the prescribed records have been maintained. We are,
however, not required to make a detained examination of such books and
records.

9. a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom
Duty, Excise Duty, Cess and other statutory dues have been generally
regularly deposited with the appropriate authorities during the year.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March 2012 for a period of more than six months
from the date of becoming payable.

b) According to the information and explanations given to us and as per
books and record examined by us, there are no such statutory dues,
which have not been deposited on account of any dispute.

10. The company has positive net worth at the end of the financial
year. The company has no accumulated losses and has not incurred any
cash losses during the current financial year and immediately preceding
financial year.

11. According to the information and explanation given to us and as
per the books and records examined by us, the Company has not defaulted
in repayment of dues to any financial institutions or banks. The
company has not issued any debentures.

12. According to the information and explanation given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.

13. The Company does not fall within the category of Chit Fund / Nidhi
/ Mutual Benefit Fund/ Society and hence the related reporting
requirements of the Orders are not applicable.

14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments and hence the related reporting requirements of the
Order are not applicable.

15. The Company has given a guarantee jointly with other company to
financial institution and bank for loan taken by others from the
financial institution and bank, the terms and conditions of which are
not prima facie, prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations
given to us, the term raised from during the year by the Company have
been applied for the purpose for which the said loans were obtained,
where such end use has been stipulated by the lender..

17. According to the information and explanations given to us and as
per the books and records examined by us, as on the date of the Balance
Sheet, the funds raised by the Company on short term basis not been
applied for long term investment.

18. The Company has made preferential allotment of shares during the
year, to companies and other parties covered in the register maintained
under section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the
year.

20. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practice in India, we have neither come across any instance of
fraud on or by the Company, noticed and reported during the year, nor
have we been informed of such case by the management.

For Deshmukh & Associates For Praful M. Joshi

Chartered Accountants Chartered Accountants

sd / - sd/-

[Deepen Kapadia - Partner ] [ Praful M. Joshi - Proprietor]

Membership No. 112565 Membership No. 30276

Place : Mumbai

Dated : 31/08/2012

Mar 31, 2011

We have audited the attached Balance Sheet of Firstwinner Industries
Ltd. as at 31st March 2011, the Profit & Loss Account for the year
ended on that date annexed thereto. These financial statements are the
responsibility of the Company's Management. Our responsibility is to
express an opinion on these financial statements based on our audit.

We have conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

1. As required by the Companies (Auditor's Report) Order, 2003 as
amended by Companies (Auditor's Report)(Amendment) Order 2004 issued by
Central Government of India, in terms of section 227(4A) of the
Companies Act,1956, we enclose in the Annexure hereto a statement on
the matters specified in the paragraphs 4 and 5 of the said order, to
the extent applicable to the Company.

2. Further to our comments in the Annexure referred to in paragraph
(1) above, we report that:

a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit:;

b. In our opinion, proper books of account, as required by law have
been kept by the company, so far as appears from our examination of
those books;

c. The Balance Sheet and Profit & Loss Account dealt with by this
report are in agreement with the books of account;

d. In our opinion the Balance Sheet and the Profit and Loss Account
dealt with by this report comply with the mandatory Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act,1956;

e. On the basis of written representation received from the Directors,
as on 31st March 2011 and taken on record by the Board of Directors, we
report that none of the directors of the Company is disqualified as on
31st March 2010 from being appointed as a Director in terms of section
274(1)(g) of the companies Act, 1956.

f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes thereon, give the information required by the Companies Act,
1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:

i) In the case of Balance Sheet, of the state of affairs of the Company
as at 31st March 2011;

ii) In the case of Profit & Loss Account, of the profit for the year
ended on that date and

iii) In the case of Cash Flow Statement, of the cash flows for the year
ended on that date.

ANNEXURE TO THE AUDITORS REPORT FOR YEAR END 31.03.2011
(Referred to in paragraph 1 of our report of even date)

1 a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.

b) As explained to us the management has physically verified the fixed
assets during the year and no material discrepancies were noticed on
such verification.

c) In our opinion and as per the information and explanations given to
us, the Company has not disposed off any substantial part of fixed
assets during the year and the going concern status of the Company is
not affected.

2 a) As explained to us, inventories have been physically verified by
the management at reasonable intervals.

b) In our opinion and according to the information and explanation
given to us, the procedure of physical verification of inventories
followed by the management is reasonable and adequate in relation to
the size of the Company and the nature of its business.

c) On the basis of our examination of inventory records, we are of the
opinion that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
physical verification of inventories as compared to book records.

3 a) The Company has not taken any loans, secured or unsecured from
companies, firms or parties covered in the register maintained under
section 301 of the Companies Act,1956.

b) The Company has not given any loans, secured or unsecured from
companies, firms or parties covered in the register maintained under
section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us during the course of audit,, there are adequate internal
control system commensurate with the size of the Company and nature of
its business for the purchase of inventory & fixed assets and for the
sale of Goods. Further on basis of our examination of the books and
records of the Company, carried out in accordance with the generally
accepted auditing practice in India, we neither come across nor have we
have been informed of any instance of major weakness in the aforesaid
internal control systems.

5. a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contract or
arrangements, that needed to be entered into the register maintained
under section 301 of the Companies Act,1956 have been so entered in the
register required to be maintained under that saction.

b) In our opinion and according to the information and explanations
given to us, the transactions of purchase of goods and material and
sale of goods, material and services made in pursuance of contract or
arrangement entered in the register maintained under section 301 and
aggregating during the year to Rs. 5,00,000 (Rs. Five Lacs Only) or
more in respect of each party have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time for such goods, material and services have been made with
other parties.

6. The Company has not accepted any deposits from the public, with in
meaning of section 58A and 58AA or any other relevant provisions of the
Companies Act,1956 including the Companies (Acceptance of Deposit)
Rules 1975.

7. In our opinion the company has an internal audit system
commensurate with the size and nature of its business.

8. We have broadly reviewed the Cost Accounting records, maintained by
the Company pursuant to the Rules prescribed by the Central Government
for the maintenance of the cost records under the clause (d) of the
sub-section (1) of section 209 of the Act, and are of the opinion that,
prima facie, the prescribed records have been maintained. We are,
however, not required to make a detained examination of such books and
records.

9. a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom
Duty, Excise Duty, Cess and other statutory dues have been generally
regularly deposited with the appropriate authorities during the year.
According to the information and explanations given to us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March 2011 for a period of more than six months
from the date of becoming payable.

b) According to the information and explanations given to us and as per
books and record examined by us, there are no such statutory dues,
which have not been deposited on account of any dispute.

10. The company has positive net worth at the end of the financial
year. The company has no accumulated losses and has not incurred any
cash losses during the current financial year and immediately preceding
financial year.

11. According to the information and explanation given to us and as
per the books and records examined by us, the Company has not defaulted
in repayment of dues to any financial institutions or banks. The
company has not issued any debentures.

12. According to the information and explanation given to us, the
Company has not granted any loans and advances on the basis of security
by way of pledge of shares, debentures and other securities.

13. The Company does not fall within the category of Chit Fund / Nidhi
/ Mutual Benefit Fund/ Society and hence the related reporting
requirements of the Orders are not applicable.

14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments and hence the related reporting requirements of the
Order are not applicable.

15. The Company has given a guarantee jointly with other company to
financial institution and bank for loan taken by others from the
financial institution and bank, the terms and conditions of which are
not prima facie, prejudicial to the interest of the Company.

16. In our opinion and according to the information and explanations
given to us, the term raised from during the year by the Company have
been applied for the purpose for which the said loans were obtained,
where such end use has been stipulated by the lender. .

17. According to the information and explanations given to us and as
per the books and records examined by us, as on the date of the Balance
Sheet, the funds raised by the Company on short term basis not been
applied for long term investment.

18. The Company has made preferential allotment of shares during the
year, to companies and other parties covered in the register maintained
under section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the
year.

20. During the course of our examination of the books and records of
the Company carried out in accordance with the generally accepted
auditing practice in India, we have neither come across any instance of
fraud on or by the Company, noticed and reported during the year, nor
have we been informed of such case by the management.

We have audited the attached Balance Sheet of Firstwinner Industries
Ltd. as at 31st March 2010, the Proft & Loss Account for the year ended
on that date annexed thereto. These fnancial statements are the
responsibility of the Companys Management. Our responsibility is to
express an opinion on these fnancial statements based on our audit.

We have conducted our audit in accordance with the Auditing Standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
fnancial statements are free from material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the fnancial statements. An audit also includes
assessing the accounting principles used and signifcant estimates made
by management, as well as evaluating the overall fnancial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.

1. As required by the Companies (Auditors Report) Order,2003 as
amended by Companies (Auditors Report)(Amendment) Order 2004 issued by
Central Government of India, in terms of section 227(4A) of the
Companies Act,1956, we enclose in the Annexure hereto a statement on
the matters specifed in the paragraphs 4 and 5 of the said order, to
the extent applicable to the Company.

2. Further to our comments in the Annexure referred to in paragraph
(1) above, we report that:

a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of our
audit:;

b. In our opinion, proper books of account, as required by law have
been kept by the company, so far as appears from our examination of
those books;

c. The Balance Sheet and Proft & Loss Account dealt with by this
report are in agreement with the books of account;

d. In our opinion the Balance Sheet and the Proft and Loss Account
dealt with by this report comply with the mandatory Accounting
Standards referred to in sub-section (3C) of section 211 of the
Companies Act,1956;

e. On the basis of written representation received from the Directors,
as on 31st March 2010 and taken on record by the Board of Directors, we
report that none of the directors of the Company is disqualifed as on
31st March 2010 from being appointed as a Director in terms of section
274(1)(g) of the companies Act, 1956.

f. In our opinion and to the best of our information and according to
the explanations given to us, the said accounts read together with the
notes thereon, give the information required by the Companies Act,
1956, in the manner so required and give a true and fair view in
conformity with the accounting principles generally accepted in India:

i) in so far as it relates to the Balance Sheet, of the state of
affairs of the Company as at 31st March 2010;

ii) in so far as it relates to the Proft & Loss Account, of the proft
for the year ended on that date.

Annexure to the Auditors report for year end 31.03.2010 (Referred to
in paragraph 1 of our report of even date)

1 a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.

b) As explained to us the management has physically verifed the fxed
assets during the year and no material discrepancies were noticed on
such verifcation.

c) In our opinion and as per the information and explanations given to
us, the Company has not disposed off any substantial part of fxed
assets during the year and the going concern status of the Company is
not affected.

2 a) As explained to us, inventories have been physically verifed by
the management at reasonable intervals.

b) In our opinion and according to the information and explanation
given to us, the procedure of physical verifcation of inventories
followed by the management is reasonable and adequate in relation to
the size of the Company and the nature of its business.

c) On the basis of our examination of inventory records, we are of the
opinion that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
physical verifcation of inventories as compared to book records.

3 a) The Company has not taken any loans, secured or unsecured from
companies, frms or parties covered in the register maintained under
section 301 of the Companies Act,1956.

b) The Company has not given any loans, secured or unsecured from
companies, frms or parties covered in the register maintained under
section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations
given to us, there are adequate internal control system commensurate
with the size of the Company and nature of its business for the
purchase of fxed assets. To the best of our knowledge, no major
weakness in internal control system were either reported or noticed by
us during the course of our audit.

5. a) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of contract or
arrangements, that needed to be entered into the register maintained
under section 301 of the Companies Act,1956 have been so entered.

b) In our opinion and according to the information and explanations
given to us, the transactions of purchase of goods and material and
sale of goods, material and services made in pursuance of contract or
arrangement entered in the register maintained under section 301 and
aggregating during the year to Rs. 5,00,000 (Rs. Five Lacs Only) or
more in respect of each party have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time for such goods, material and services have been made with
other parties.

6. In our opinion and according to the information and explanations
given to us, the company has not accepted the public deposit. Hence the
provisions of section 58A and 58AA of the Companies Act,1956 or any
other relevant provision of the act and the rules made there under are
not applicable.

7. In our opinion the company has an internal audit system
commensurate with the size and nature of its business.

8. We have been informed by the management that the central government
has prescribed maintenance of cost records for the company under
section 209(1)(d) of the Companies Act,1956, company is maintain such
cost records.

9. a) According to the records of the company, undisputed statutory
dues including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income Tax, Sales Tax, Service Tax, Custom
Duty, Excise Duty, Cess and other statutory dues have been generally
regularly deposited with the appropriate authorities. According to the
information and explanations given to us, no undisputed amounts payable
in respect of the aforesaid dues were outstanding as at 31st March 2010
for a period of more than six months from the date of becoming payable.

b) According to the information and explanations given to us, there are
no such statutory dues, which have not been deposited on account of any
dispute.

10. The company has positive net worth at the end of the fnancial
year. The company has no accumulated losses and has not incurred any
cash losses during the current fnancial year and immediately preceding
fnancial year.

11. Based on our audit procedure and according to the information and
explanation given to us, we are of the opinion that the company has not
defaulted in payment of dues to fnancial institutions or banks. The
company has not issued any debentures.

12. In our opinion and according to the information and explanation
given to us, the company has not granted loans and advances on the
basis of security by way of pledge of shares, debentures and other
securities.

13. In our opinion, the company is not a Chit Fund or a Nidhi/Mutual
Beneft Fund/ Society. Thereof, clause 4(xiii) of the Companies
(Auditors Report) Order, 2003 is not applicable to the company.

14. In our opinion, the company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly the
provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
2003 is not applicable to the company.

15. According to the information and explanations given to us, the
company has given guarantee for loans taken by group of companies from
banks or fnancial institutions.

16. In our opinion and according to the information and explanations
given to us, the company has not raised new term loan during the year.

17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the company, we are of
the opinion that no funds raised on short term basis have been used for
long term investment.

18. During the year, the company has not made preferential allotment
of shares to parties and companies covered in the register maintained
under section 301 of the Companies Act, 1956.

19. The company did not have any outstanding debentures during the
year.

20. In our opinion an according to the information and explanations
given to us, no fraud on or by the company has been noticed or reported
during the year.